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How They Made It: The Extraordinary Second Season of ‘Barry’

In its second season, Bill Hader’s contract killer attempts to use introspection to outrun his heinous past. The creators of the show took great pains to keep us on our toes

HBO/Ringer illustration

Late in Sunday’s second season finale of Barry, Bill Hader’s homicidal title character experiences a rare moment of relief. He’s just learned that his acting teacher, Gene Cousineau, who that day had been framed for a murder that Barry committed, is being released from jail. The hitman’s mentor, it turns out, is cleared by a bit of clever evidence planting (more on that later).

“Can you tell him that he’s gonna be OK,” Barry says to his guru’s son Leo, who’d told him over the phone about the police clearing his father, “and that he was right, I’m pretty sure that people can change.”

At the beginning of the call, he identifies himself as Barry Block. But before hanging up, he drops his stage name and says that it’s Barry Berkman. Sitting at a bus stop on a rainy night, he looks straight ahead and then down, bulges his cheek with his tongue, and hangs his head. He’s spent the last eight episodes resisting his urge to kill. His rabbi isn’t going to prison. And though it seems like a terrifying possibility, he avoids physically harming his girlfriend Sally. For a short time at least, it appears that he’s made progress.

“We wanted it to feel like the end of the show,” said executive producer Alec Berg, who created the series with Hader. “The idea is that you feel like, ‘Oh my God, he’s changed. He’s through the woods.’”

At that point, there was initially going to be a shot of two Hollywood agents—who minutes earlier had reluctantly watched the members of Cousineau’s class perform scenes about their own lives—talking. One was supposed to say, “It’s weird that Barry didn’t do a piece. I wanted to know what his truth was.” The line got cut, Berg said, for being “kind of too on the nose.”

Instead, Barry simply receives a text. It’s from his gregarious, Yoshinoya Beef Bowl–loving Chechen crime boss friend NoHo Hank. He informs his pal that he’s with Barry’s slimy handler Fuches, who had vindictively set up Cousineau. As soon as he sees the message, Barry’s relief turns to rage. Here Hader’s eyes open impossibly wide. His expression brought to mind the look that another HBO antihero recently flashed before setting the world on fire.

Bill Hader and Alec Berg
Patrick McMullan via Getty Image

“The minute you say in life, ‘Oh good, I got that licked, I figured that out,’ you immediately fall back,” said Hader, who directed the finale, “berkman/block.” And oh boy, does Barry fall back. While searching for Fuches, he guns down countless hapless mobsters.

In truth, Barry’s personal growth is an illusion. Efforts to reform himself be damned, this is who he is. As Hader put it: “a violent piece of shit.” In life, there’s always the hope that even people like Barry can change. “And then you realize,” Berg said, “Oh, maybe they can’t.


The first season of Barry is spent examining whether a contract killer could logistically change careers. After getting the acting bug while out on a hit in Los Angeles, Barry starts to believe that it’s possible. “Fuches has made him a killer and he was kind of unwittingly pushed into this life,” Berg said, “and he realizes, ‘Wait, I want to change.’ But everything forcing his way back into a life of being a killer was circumstantial. It’s not really about who he is inside that’s trapping him.”

But as the first run of episodes progresses, it becomes clear that Barry’s cruel line of work is inescapable. The season ends with him murdering Cousineau’s girlfriend, Detective Janice Moss, because she’s on to him. The cruel twist would’ve made for a fitting series finale. This is who he is.

The second season takes up an even trickier challenge. The show burrows into Barry’s head. In year two, Berg said, Barry begins to question his bloodthirsty nature. “Can he change that? What’s wrong with him and why did he do those things?”

Throughout this season, Barry’s characters grappled with how to process trauma. Sometimes, the need to move forward from difficult situations led to a distorted truth. Embellishment became powerful armor.

“It’s easier to go, ‘God, this is what I wish I would’ve done,’ and make that my story,’” Hader said. “I think a lot of times we do that as humans. We change it in our heads and it becomes the real thing. ‘I told that person off.’ When, in reality, you didn’t. You didn’t tell them off. But you tell yourself that.” In movies and television, he added, “Those stories are the ones that mostly get made. Because they’re stories that people like.”

As Fuches reminds Barry, the real-life William Wallace didn’t really give that iconic speech in Braveheart. People, he said, “don’t want honest. They want entertainment.”

On the surface, Barry and Sally begin the season in similar spots. Desperate to put their painful pasts behind them, both have reinvented themselves. But deep down, they couldn’t be more different. Sally survived an abusive relationship. Barry is a mass murderer. A woman who leaves a violent partner doesn’t need redemption. A killer who believes that he can be redeemed is delusional.

And while Sally’s Hollywood-style careerism is often played for laughs—e.g., when she tells a needy Barry that they “can definitely find a window” to hang out—for her it’s an important coping mechanism. “The whole season is watching somebody yo-yo between what really happened in their past and what they’ve worked so hard to hold onto in the present,” said Sarah Goldberg, who plays Sally. “For literal survival.” Yet like Carmela Soprano and Skyler White before her, Sally has idiotic detractors. “There are people who are like, ‘I don’t know if I want Barry to end up with Sally, I don’t like her,” Goldberg said. “Oh my God, you don’t want Barry to end up with Sally? Sally’s with a serial killer and she doesn’t know!”

Like Sally, the self-absorbed Cousineau is unaware that Barry is a mercenary. In this year’s premiere, he’s despondent. His girlfriend is missing. (He has no idea that Barry killed her.) The acting coach, played memorably by Henry Winkler as a Jewish grandpa-like Svengali, is reinvigorated when Barry takes the stage in class and tells the story of his first kill as a Marine in Afghanistan. A flashback confirms that it was the exact opposite of a heroic act. Perched 700 yards away, Barry shoots two civilians acting “suspicious.” His fellow soldiers, who refer to Barry’s victims as “sheep fuckers,” wildly cheer their buddy’s prowess as a sniper.

Oblivious to just how heinous Barry’s actions were, Cousineau challenges his students to find and perform their own “sheep fucker moments.” It takes some coaxing by her teacher, but an initially apprehensive Sally decides to write a scene in which she dramatically stands up to, and leaves, her abusive ex-husband. Through a Skype session with an old friend who refuses to corroborate the details of the incident, Sally reveals herself to be an unreliable narrator.

“She has sort of told herself this story again and again and again as gospel,” Goldberg said. “That this is how it went down and that she needs to hold onto that for survival. And slowly we watch that veneer get chipped away. … She’s looking for an alibi and her friend won’t participate in the lie.”

At the end of Episode 3, after hearing that Sally is writing about being the survivor of his abuse, her ex Sam shows up in Los Angeles. Played subtly by Joe Massingill, he eventually asks Sally to meet him in his hotel room. There his faux nice-guy charm disappears. He confronts Sally about her piece, which he begs her not to share with the public. “Everyone’s the hero of their own story, right?” he says. “Lying bitch.” Then, as a gun-toting Barry secretly lurks, Sally bravely walks out.

Midway through our interview, Goldberg paused the conversation. The subject matter that we were chatting about was too weighty for her not to point out the obvious: “Can you believe we’re talking about a half-hour comedy?”


Barry is brutal. Barry is also funny. In fact, it blurs the line between comedy and violence better than any show since The Sopranos.

Take the scene in the third episode after Sally’s Skype call. Unbeknownst to her, Hank’s henchman Akhmal has just pumped bullets into Barry’s bedroom. When Sally walks in, there are feathers everywhere. She has no clue what happened. All she can think about is the potentially career-making scene that she’s writing; everything else fades into the background.

“Bill gave me this note where he’s like, ‘Just take one of the feathers and start playing with the feather from the pillow being shot,’” Goldberg said. “I was like, ‘Is this too far? Like, have we gone too far?’ So we shot it and for safety we shot one where I didn’t. But it worked so well. It’s so funny: We could go that far because she has such deep tunnel vision.”

Barry routinely manages to mix the satisfyingly silly with a bleakness. Every line Anthony Carrigan delivers as Barry’s frenemy Hank is pitched in a comic tone—it’s clear he’s in a comedy. But there’s something grounded happening too. As Kate Knibbs of The Ringer pointed out in an interview with the actor, “His Chechen-goes-SoCal accent is so convincing on the show that it is a little jarring to hear his real, standard American English speaking voice.”

Berg envisions Hank as having learned to speak English in Chechnya while watching old television shows like Three’s Company, Mork & Mindy, and Miami Vice. He loves using American idioms, even if he unwittingly tends to twist them into malapropisms. Like these: “Massive fumble turnover for Hank.” “I know what Sonny and Cher would say, ‘That’s on you, babe.’” “Get out of free jail.” “I am optometrist by nature.”

The show’s writers, however, took great care to make Hank ridiculous, but not too ridiculous. “If you have two of something, the overall piece is funnier than if you have four of something,” Berg said. “Even though four is more than two.” Of Carrigan, Berg said: “Anthony is a genius at playing that character. ‘Massive fumble turnover’ was one of his. … All of his little improvs and additions and things are just so in the pocket of that character.”

Alec Berg and Bill Hader
Getty Images for WGAw

Barry seesaws between disturbing and hysterical, sometimes in the same scene. After resisting killing Sam in Episode 4, Barry unburdens himself to Cousineau. In Afghanistan’s Korengal Valley, Barry explains in detail, he responded to his friend getting shot by murdering an innocent villager. To Barry’s surprise, Cousineau withholds judgment. “You did a terrible thing,” he says. “But do I think that defines you? No.”

“The scene was so heavy and Alec is really good at being like, ‘We need a joke here,’” Hader said. Berg had had no doubt what Cousineau would do to close out a heart-to-heart with Barry. He’d charge him for the session. “In a conversation about people’s true nature and who they really are!” Berg said. “There’s nothing wrong with breaking this lovely moment to go get his ledger so that he can bill Barry for his time.”

The next episode, the year’s most outrageously ambitious installment, contained no such lovely moments. Directed by Hader, “ronny/lily” feels like a 30-minute-long, ultraviolent punch line. The premise is this: Detective Moss’s partner, John Loach, has figured out that Barry killed her. Loach uses Fuches to blackmail Barry into murdering the cop’s estranged wife’s lover, Ronny. But there are issues. First, Barry doesn’t want to kill the guy. Second, the guy is basically unkillable.

After arriving at Ronny’s house, Barry tries to get him to flee. Then, after catching a glimpse of the home’s vast trophy room, he realizes that his target is a taekwondo master. “Barry’s kind of hoping these aren’t his trophies,” said Hader, whose character flat-out asks Ronny who the awards belong to. “That made our stunt coordinator Wade [Allen] laugh so hard.”

Played by actor and martial artist Daniel Bernhardt, who’s had parts in John Wick, Logan, and Atomic Blonde, Ronny then kicks Barry in the chest. What follows is an exhausting, over-the-top fight that leaves Barry with a hilariously repulsive goatee of blood. (“It was like having Elmer’s Glue on my face,” Hader said.) In that scene, Hader’s stunt double did much of the heavy lifting. “I strategically wrote that Barry had a mask on because I was like, ‘I am not doing this stuff,’” Hader said.

The brawl is actually the day’s undercard. When Ronny’s young daughter, Lily, comes home to find her dad incapacitated, she attacks Barry. For the role, Jessie Giacomazziwhose parents are stunt coordinators and performers—channeled a feral mongoose. Her intense performance was acrobatic enough to inspire a Reddit thread called “Was that girl real or CGI???”

The episode, which ends with Ronny and Loach dead, Barry badly wounded, and Lily nowhere to be found, was designed to stand alone. Berg has liked the concept of one-offs since seeing the 1986 Moonlighting episode “Atomic Shakespeare,” a spoof of The Taming of the Shrew. “I remember going, ‘Oh my God, in the middle of the show they just completely left planet Earth and they did this one stand-alone episode and the next week they were just back to normal,” he said. “I remember going, ‘You can do that?’”

For Season 1, the creators of Barry considered a self-contained, real-time half hour about Barry botching a hit. “He’s on one side of the wall and the guy he’s trying to kill is on the other and they both have guns,” Berg said. “And they’re just sort of stuck there.” The show’s staff, however, never quite figured out where the episode would fit.

But this year, “ronny/lily” worked as a midseason surprise. “That was like the halftime show,” Berg said. Hader said that while watching the episode he and his editor, Jeff Buchanan, thought that it felt kind of like “Pine Barrens.” In the Sopranos classic, Christopher and Paulie spend the night in the snowy woods bickering after losing track of a seemingly indestructible Russian. Like him, Lily may be lost forever. Or maybe not. Feral mongooses do have excellent survival skills.


During a meeting in a park at the start of Episode 6, Barry makes a last-ditch attempt to extricate himself from Fuches. Here Stephen Root—whose emotionally manipulative, golf-polo-wearing boomer dad aura is strong—is at his best. After his protégé says that they can no longer work together and that Mr. Cousineau truly understands and accepts him, Fuches goes for Barry’s throat.

“Did you tell him you killed his girlfriend?” he says. Barry is speechless and mumbles that that never needs to come up. “Fuches is saying, ‘Of course he’s telling you that, because you didn’t tell him the truth,’” Berg said. “If you actually disclosed who you were, he would’ve told you something different.” Fuches tells Barry that he’s in denial. “You killed Moss out of your own self-interest,” he says. “You made a choice to kill her. Because you’re a violent guy, Barry. I built a world where that’s an asset.” He’s cruel, but he’s right. “Fuches’s whole point is, ‘I didn’t make you this,’” Berg said. “‘You made yourself into this and I accommodated you. And I gave you a place where what you are is good.’”

As Barry stalks off, Fuches yells, “I guess everyone’s a hero of their own story, right?” It’s almost exactly what Sam had shouted at Sally. Both Barry and Sally, it turns out, are dealing with the damage that an abuser has inflicted. But their circumstances are much different. “She can actually move toward something more honest, but for Barry that would mean jail,” Goldberg said. “He’s really trapped.”

By the end of the season, Sally has decided to reshape her piece into a rawer, truer story. In the scene, Sam, played by Barry, is supposed to choke Sally. At first, Barry struggles to get to a place where he even can pretend to hurt her.

Pre-rehearsal advice from Cousineau—“You don’t have to literally tell your story in order to use your story”—is what Barry needs. The acting teacher assumes that an apprehensive Barry will channel the destructive rage he felt in Korengal. What he’ll never know is where else Barry will go.

Originally, Cousineau guided Barry through past experiences in order to drum up anger. “Like, ‘When was a time when you felt angry? When was a time you felt betrayed?’” Hader said. “And Alec and I wrote it and shot it and when we edited it it just felt wrong. It was too long and it just didn’t work. And we were like, ‘It shouldn’t be about all the stuff we don’t know. It should be about a thing that we do know about.’” Like the murder of Moss. So as Barry gears up to play the scene, he closes his eyes. Images of Korengal enter his head. And so does the memory of shooting Janice. The resulting performance is Barry’s best. It also serves to remind the audience of who he truly is.

Sally’s agent Lindsay is impressed by the piece and soon the actress is in a conference room sitting across from a powerful TV producer. But what he tries to sell her is called Payback Ladies, a series about women who team up to kill their abusive husbands. Hader said that the idea came from Episode 7 writer Liz Sarnoff, who wanted to skewer the retrograde revenge fantasy genre. Sally turns down the role.

“The thing that she’s been chasing is right in front of her and she decides because she has morals and because she has a belief system that she’s not gonna take this cheap route,” Berg said. “Which I think is this very self-sacrificial, brave act.”

Later, in the middle of helping Barry practice his lines for a movie audition that he lands when one of her agents notices that he’s the ideal height—6-foot-2—for a role, Sally stops him and unloads a two-and-a-half-minute monologue. It covers everything from her fear of sharing her story with the world, the entertainment industry’s treatment of women, to the jealousy she’s feeling. Goldberg’s breathless, pitch-perfect delivery makes the speech a season highlight.

And as for Barry’s audition …

It’s for a comedy called Swim Instructors. Director Jay Roach and casting director Allison Jones make cameos as versions of themselves. (“It was so weird that it’s somebody who’s, like, the gatekeeper of so many comedic actors’ lives and it’s us directing her,” Hader said of Jones.) Panicked after learning that a payback-seeking Fuches has lured Cousineau to Moss’s body, Barry reads his lines distractedly and walks out. Incredulous, Roach turns to Jones and says, “He did not give a fuck.” But follows with, “What’s his name again?” Jones, who’s spent the last two decades working with legendary improvisers, responds with an improvised line of her own: “Barry Block. He’s 6-2.”

The fact Barry made an impression is absurd. But it’s not totally unrealistic. “That’s like what happens,” Hader said. “When you don’t give a fuck, that’s when they notice.”


Early in the season finale, the camera cuts to Barry in his beat-up Ford. He’s listening to Hank ramble on to him on the phone. His left hand is still. But his right hand wraps tightly around the steering wheel. The skin-on-vinyl sound his rotating grip produces is sickening. “Bill’s really good with that stuff,” Berg said. “That was something that he wrote into the script.”

Barry is in a bad place, even by his standards. Fuches has pinned the murder of Moss on Cousineau, who despite Barry’s frantic efforts to try to save him, has been arrested. Barry tells Fuches that he’s going to kill him. But the show literally must go on.

Sally’s agent Lindsay, guilty after the Payback Ladies debacle, has booked a theater for Cousineau’s acting class to perform their personal pieces. Before the showcase, a nervous Lindsay visits Sally backstage. The agent, who’s played by Goldberg’s real-life friend Jessy Hodges, is as nervous as Sally.

“She was holding the program when we were doing the scene and it started with her just kind of tightening the program, then it was like twisting the program, and then eventually just ripping the program to shreds,” Goldberg said. “It made me laugh so hard I really struggled getting through the takes.”

When it comes time for Sally’s scene, Barry is out of his mind. In an attempt to snap him back to reality, she slaps him in the face. At that moment, he looks ready to commit the kind of physical violence that Sally doesn’t know he’s capable of, the kind that Sam inflicted. “We kind of had things set up where Barry was gonna possibly kill her on stage,” Hader said. “You go, ‘What if he is in that bad place and he can’t stop himself?’”

Then the lights come up. As Sam, Barry says his opening lines and then approaches Sally. But before he hurts her, she changes the scene. “I don’t think there’s any point before that she knows she’s not gonna do it, not tell the truth,” Goldberg said. “I think the moment he steps toward her, she panics. And this other thing, the decade-long lie just explodes out of her. And she’s like, ‘Nope, I’m putting my armor back on.’” Instead, Sally reverts back to her original piece. She, not Sam, flips over the table. Then she tells him off.

After a pained Sally walks off stage, she tells Lindsay that she panicked. “I actually lied,” she says. “I’m not an artist.” But then audience members mob her. “I have a friend who went through a similar situation,” one woman says. “She did not have the courage to do what you just did.” Sally’s male agents, Lindsay’s bosses, say her speech was like the one from Braveheart, a callback to Fuches’s comment earlier in the season.

“She does a thing that she thinks is incredibly cowardly in the end,” Goldberg said. “She thinks she opts out of the bravery by telling the lie but when she walks out to the lobby and the audience surrounds her, she is rewarded for her bravery. And I think that’s what’s really stifling about the whole thing.” For the last shot of the scene, Hader had the idea of giving viewers a bird’s-eye view of the crowd surrounding Sally. “Her literally being suffocated by the audience,” Goldberg said.

Hader thinks that the title of the episode could also be “Fuches was right.” “People don’t want the truth,” Hader said. “They want to be entertained. They want to see the thing that they’re not.” Which is probably why acting is so appealing to Barry. The fictional world is the only place where he can escape his true nature.

For a fleeting moment before the explosive final scene of “berkman/block,” it appears that Barry may be close to outrunning his past. His quick decision to take the Chechen “debt has been paid” pin that Hank had given him in Episode 6 and plant it by Moss’s body helped clear Cousineau. It was, Hader said, “a very Breaking Bad–type thing.”

But Barry’s relief doesn’t last. The last shot of Season 2 is of Cousineau realizing that Barry killed Moss. The show was never going to let him off the hook. After all, a hitman doesn’t deserve a Hollywood ending.

“That’s the kind of movies and TV that you watch and like,” Hader said. “And as you get older you’re like, ‘Oh wait, that’s not real.’ Because reality’s a big bummer.”

Disclosure: HBO is an initial investor in The Ringer.

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